-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eoms4wwgJBfCpiXg8WmMbZARCPgDpfQEPYZe+RXlDHMb4hKtIrNvCXW7sFJ2ENiD zrzLPaEiXOhfsOU2wB9NSA== 0000935836-08-000206.txt : 20080409 0000935836-08-000206.hdr.sgml : 20080409 20080409145007 ACCESSION NUMBER: 0000935836-08-000206 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Directed Electronics, Inc. CENTRAL INDEX KEY: 0001323630 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 650964171 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81255 FILM NUMBER: 08747469 BUSINESS ADDRESS: STREET 1: 1 VIPER WAY CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 598-6200 MAIL ADDRESS: STREET 1: 1 VIPER WAY CITY: VISTA STATE: CA ZIP: 92081 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-488-5555 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 directed13g.htm DIRECTED13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. _____)

 

Directed Electronics, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

254575103

(CUSIP Number)

 

April 1, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

1. Names of Reporting Persons.

Coliseum Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 1,317,072

7. Sole Dispositive Power 0

8. Shared Dispositive Power 1,317,072

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,317,072

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.2%

12. Type of Reporting Person (See Instructions) OO, IA

 

 

1. Names of Reporting Persons.

Coliseum Capital, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 1,317,072

7. Sole Dispositive Power 0

8. Shared Dispositive Power 1,317,072

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,317,072

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.2%

12. Type of Reporting Person (See Instructions) OO

 

 

1. Names of Reporting Persons.

Coliseum Capital Partners, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 1,317,072

7. Sole Dispositive Power 0

8. Shared Dispositive Power 1,317,072

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,317,072

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.2%

12. Type of Reporting Person (See Instructions) PN

 

 

1. Names of Reporting Persons.

Adam Gray

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 1,317,072

7. Sole Dispositive Power 0

8. Shared Dispositive Power 1,317,072

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,317,072

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.2%

12. Type of Reporting Person (See Instructions) IN

 

 

1. Names of Reporting Persons.

Christopher Shackelton

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization U.S.A.

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power 0

6. Shared Voting Power 1,317,072

7. Sole Dispositive Power 0

8. Shared Dispositive Power 1,317,072

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,317,072

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 5.2%

12. Type of Reporting Person (See Instructions) IN

 

 

Item 1.

(a) Name of Issuer

Directed Electronics, Inc.

(b) Address of Issuer's Principal Executive Offices

1 Viper Way, Vista, CA 92081

Item 2.

(a) The names of the persons filing this statement are:

Coliseum Capital Management, LLC ("CCM)

Coliseum Capital, LLC ("CC")

Coliseum Capital Partners, L.P. ("CCP")

Adam Gray ("Gray")

Christopher Shackelton ("Shackelton")
(collectively, the "Filers").

(b) The principal business office of the Filers is:

825 Third Avenue, 36th Floor, New York, NY 10022

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 254575103

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G).

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

CCM is an investment adviser whose client, CCP, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2(a) of this Schedule.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 8, 2008

COLISEUM CAPITAL MANAGEMENT, LLC

 

By: Christopher Shackelton, Manager

COLISEUM CAPITAL, LLC

 

By: Adam Gray, Manager

COLISEUM CAPITAL PARTNERS, L.P.

By: Coliseum Capital, LLC, General Partner

 

By: Adam Gray, Manager

Adam Gray

 

Christopher Shackelton

 

ATTY\DHONG\DHONG\1503808.1

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